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Page 2 of 6 <br /> <br />performed which the Consultant fails or neglects to submit within sixty (60) days, or any <br />extension thereof granted by the City, after the work is accepted by the City. <br /> <br />Prior to beginning any work Consultant undertakes outside the scope of services as described in <br />Exhibit A, Consultant shall request written approval from City. Compensation for work outside <br />of the scope of services shall be billed on a time and materials basis. Unless provided written <br />approval from City, the total compensation for services and reimbursement for costs shall not <br />exceed $28,000. <br /> <br />5. Sufficiency of Consultant’s Work. All work product and all other documents prepared by <br />Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. <br /> <br />6. Ownership of Work. All work product and all other documents completed or partially <br />completed by Consultant in the performance of this Agreement shall become the property of the <br />City. All materials shall be delivered to the City upon completion or termination of the work <br />under this Agreement. If any materials are lost, damaged or destroyed before final delivery to <br />the City, the Consultant shall replace them at its own expense. Any and all copyrightable subject <br />matter in all materials is hereby assigned to the City and the Consultant agrees to execute any <br />additional documents that may be necessary to evidence such assignment. Consultant shall keep <br />materials confidential. Materials shall not be used for purposes other than performance of <br />services under this Agreement and shall not be disclosed to anyone not connected with these <br />services, unless the City provides prior written consent. <br /> <br />7. Changes. City may request changes in the scope of services to be provided by Consultant. <br />Any changes and related fees shall be mutually agreed upon between the parties and subject to a <br />written amendment to this Agreement. <br /> <br />8. Consultant’s Status. In performing the obligations set forth in this Agreement, Consultant <br />shall have the status of an independent contractor and Consultant shall not be considered to be an <br />employee of the City for any purpose. All persons working for or under the direction of <br />Consultant are its agents and employees and are not agents or employees of City. <br /> <br />9. Termination for Convenience of City. The City may terminate this Agreement at any time <br />by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, <br />and no further work shall be performed by Consultant. If the Agreement is so terminated, the <br />Consultant shall be paid for that percentage of the work actually completed at the time the notice <br />of termination is received. <br /> <br />10. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any <br />interest or obligation in the Agreement without the prior written consent of the City, and then <br />only upon such terms and conditions as City may set forth in writing. Consultant shall be solely <br />responsible for reimbursing subcontractors. <br /> <br />11. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, the <br />City and its officers, agents and employees from and against all claims, losses, damage, injury, <br />and liability for damages arising from, or alleged to have arisen from, errors, omissions, <br />negligent or wrongful acts of the Consultant in the performance of its services under this <br />Agreement, regardless of whether the City has reviewed or approved the work or services which <br />has given rise to the claim, loss, damage, injury or liability for damages. This indemnification <br />Docusign Envelope ID: DBCE8D5B-AF97-4F03-B1B3-A8D5FBA62E6F